In connection with the initial public offering (the Offering) of its common stock, par value $0.01 per share, described in the Registration Statement on Form S-1
(File No. 333-162347), as amended (the Registration Statement), Team Health Holdings, Inc. (the Company) entered into a Stockholders Agreement (the Stockholders
Agreement) on December 15, 2009 with Ensemble Parent LLC (Ensemble Parent), an entity controlled by investment funds affiliated with The Blackstone Group L.P. (Blackstone), substantially in the
form previously filed as Exhibit 10.20 to the Registration Statement. A copy of the Stockholders Agreement is filed herewith as Exhibit 4.1 and is incorporated herein by reference.

In addition, on December 15, 2009, in connection with the Offering, the Company entered into a Registration Rights Agreement (the
Registration Rights Agreement) with Ensemble Parent and certain employees of the Company, substantially in the form previously filed as Exhibit 10.21 to the Registration Statement. A copy of the Registration Rights Agreement is
filed herewith as Exhibit 4.2 and is incorporated herein by reference.

Affiliates of Blackstone have various relationships
with the Company. For a further description of the Stockholders Agreement and the Registration Rights Agreement and further information concerning the other material relationships between the Company, Blackstone and its affiliates, see the
section entitled Certain Relationships and Related Party Transactions in the Companys prospectus (the Prospectus), dated December 15, 2009, filed pursuant to Rule 424(b) of the Securities Act of 1933, as
amended.

On December 14, 2009, in connection with the Companys conversion from a limited liability company to a corporation (the
Conversion), the Companys Board of Directors approved a 2009 Stock Incentive Plan (the 2009 Stock Plan). The 2009 Stock Plan provides for the granting of stock options, stock appreciation rights, and other
stock-based awards or dividend equivalent rights to key employees, directors, consultants or other persons having a service relationship with the Company, its subsidiaries and certain of its affiliates. For further information regarding the 2009
Stock Plan, see Management2009 Stock Plan in the Prospectus.

Item 8.01

Other Events.

On
December 14, 2009, in connection with the Conversion, the Companys Board of Directors approved its Certificate of Incorporation (the Certificate of Incorporation) and its bylaws (the Bylaws), in each such
case, substantially in the form previously filed as Exhibit 3.1 and Exhibit 3.2 to the Registration Statement, respectively. For further information regarding the Companys Certificate of Incorporation and Bylaws, see Description of
Capital Stock in the Prospectus, which contains a description of the terms of the Companys common stock. The Certificate of Incorporation and the By-laws are filed as Exhibit 3.1 and Exhibit 3.2 hereto, respectively, and such exhibits
are incorporated by reference herein.